IPS Models

1. Current Models Worker 1 Consortium 1 Consortium 2 Community Co-operative Broadband Model Charitable Society for the Benefit of the Community Society for the Benefit of the Community Community Finance Model (plus other models for specific business/trade sectors (eg) 12th edition Proposed Models Worker Co-operative Model (IPS) Co-operative Consortium (IPS) Multi-stakeholder Co-operative (IPS) Charitable Society for the Benefit of the Community Society for the Benefit of the Community “Mutual” model WITH OPTIONS REDUCING THE NEED TO MAKE AMENDMENTS!! IPS Models

2. Options to reduce the need to make amendments

3. Consistency – used ‘Board of Directors’ throughout • "The Board of Directors" or "Board" means all those persons appointed to perform the duties of Directors of the Co-operative;

4. Inclusion of direct reference to Co-op Principles • "Co-operative Principles" are the principles defined in the International Co-operative Alliance Statement of Co‑operative Identity. The principles are those of voluntary and open membership, democratic member control, member economic participation, autonomy and independence, education, training and information, co-operation among co‑operatives and concern for the community; • Purpose The purpose of the Co-operative is to carry out its function as a co‑operative and to abide by the internationally recognised Co-operative Values and Principles of co‑operative identity as defined by the International Co-operative Alliance. This Rule may only be amended by a special resolution of the Co-operative.

5. Membership • Minimum age for membership Set at 16 • Proceedings on Death or Bankruptcy of a Member Improved this provision to clarify what happens to the property of an organisation that is a member if it winds up or dissolves.

6. Share Capital

7. General Meetings • Business of the AGM • Election of the Board • Application of surplus • Who may call a general meeting • The secretary at the request of the Board; or • The Board at the request of a proportion of the members • Notice requirements and how notice may be given (including by electronic means)

8. General Meetings continued……. • Attendance and speaking at general meetings • Clarifying when a member is deemed to be in attendance at general meetings (either physically or by electronic means) • Procedure for adjournment of general meetings • When? • Who? • How long for?

9. Resolutions

10. Board • Currently minimum age is 18 – but we may choose to include an option for under 18s when the legislation comes in. • Powers – includes the co-operative principle that prohibits directors from disposing of one-third or more of the co-operative’s balance sheet without gain approval from the members by special resolution. • Proceedings – sets out who may call a general meetings, the quorum, declaration of interest and expenses. • Termination of Directors’ appointment – included similar provisions to those in the company models (eg) resigns, mental health, bankruptcy order

11. Application of Surplus – Co-operative Provision

12. Application of Surplus Provision – society for the benefit of the community

13. Dissolution • Co-operative – choose a common or co-ownership provision. • Society for the Benefit of the Community - shall be transferred instead to some other non-profit body or bodies subject to at least the same degree of restriction on the distribution of surpluses and assets as is imposed on this Society by virtue of these Rules • Charitable Society for the Benefit of the Community - assets shall not be distributed among the members, but shall be transferred instead to some other charitable body or bodies, with objects similar to or compatible with those of the Society as may be decided by the Members at the time of or prior to dissolution.

14. Administrative Arrangements • Listed together at the end of the rules • How the co-operative may communicate with its members • How documents may be sealed • How registers should be kept • How rules may be amended • Directors’ indemnities and insurance